[CWG-Stewardship] Questions for "Outside Counsel"? -- REPLIES REQUESTED

[Seun Ojedeji]

Hello Milton,

On Thu, Dec 18, 2014 at 8:55 PM, Milton L Mueller <mueller at syr.edu> wrote:
>
>  Now, turning to Seun’s/Maarten’s question:
>
>
>
> Can an expert on Californian corporate law let us know if a bylaw can be
> used as the ultimate source by which an organisation like ICANN operate?
> and also whether a section of bylaw can be protected conditionally using
> another section of same bylaw
>
> The intent of these questions is good, but the first question is not going
> to work as phrased. Of course corporate bylaws govern the way corporations
> like ICANN operate.
>

I think this is the response i need for the first question. My intent is to
be sure that the California law recognises that an organisation's bylaw is
binding for the organisation to obey.



> But “ultimate source” is too vague a term; one could claim the bylaws are
> superseded by the Articles of Incorporation or by California State law or
> by the US Constitution.
>
>
>
> I think what we want to ask is this:
>
>
>
> *Is it legally possible for a bylaw to empower a committee of a California
> NPPB Corporation that is NOT the board, or a subset of the board, to
> require the board to divest itself of a significant part of the
> corporation, even against the will of the board?*
>

I don't know what you want to achieve with the question above but its not a
type of question i intend to ask.

>
>
>
> After that is made clear, you have to also ask:
>
>
>
> *Can the bylaws themselves can limit the ability of the board to modify
> the bylaws? *
>

Again this is not my intended question, my question is as below:

"Can the bylaw be used to specify a process that needs to be followed
whenever there is need to edit a specific section of the bylaw"

Thanks

Regards


cuse University School of Information Studies

> http://faculty.ischool.syr.edu/mueller/
>
> Internet Governance Project
>
> http://internetgovernance.org
>
>
>


-- 
------------------------------------------------------------------------





*Seun Ojedeji,Federal University Oye-Ekitiweb:      http://www.fuoye.edu.ng
<http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email:
<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
<seun.ojedeji at fuoye.edu.ng>*

The key to understanding is humility - my view !
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